986 sections in this chapter.
Neb. Rev. Stat. § 21-19,167 Scope of inspection rights.
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(a) A member's agent or attorney has the same inspection and copying rights as the member the agent or attorney represents. (b) The right to copy records under section 21-19,166 includes, if reasonable, the right to receive copies made by photographic, xerographic, or other means…
Neb. Rev. Stat. § 21-19,168 Court-ordered inspection.
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(a) If a corporation does not allow a member who complies with subsection (a) of section 21-19,166 to inspect and copy any records required by that subsection to be available for inspection, the district court in the county where the corporation's principal office (or, if none in…
Neb. Rev. Stat. § 21-19,169 Limitations on use of membership list.
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Without consent of the board, a membership list or any part thereof may not be obtained or used by any person for any purpose unrelated to a member's interest as a member. Without limiting the generality of the foregoing, without the consent of the board a membership list or any …
Neb. Rev. Stat. § 21-19,170 Financial statements for members.
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(a) Except as provided in the articles or bylaws of a religious corporation, a corporation, upon written demand from a member, shall furnish that member its latest annual financial statements, which may be consolidated or combined statements of the corporation and one or more of …
Neb. Rev. Stat. § 21-19,171 Report of indemnification to members.
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If a corporation indemnifies or advances expenses to a director under section 21-1997, 21-1998, 21-1999, or 21-19,100 in connection with a proceeding by or in the right of the corporation, the corporation shall report the indemnification or advance in writing to the members with …
Neb. Rev. Stat. § 21-19,172 Biennial report; contents.
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(a) Commencing in 1999 and each odd-numbered year thereafter, each domestic corporation, and each foreign corporation authorized to transact business in this state, shall deliver to the Secretary of State a biennial report on a form prescribed and furnished by the Secretary of St…
Neb. Rev. Stat. § 21-19,173 Notice of incorporation, amendment, merger, or dissolution; publication.
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(a) Notice of incorporation, amendment, or merger of a domestic corporation subject to the Nebraska Nonprofit Corporation Act shall be published for three successive weeks in some legal newspaper of general circulation in the county where the corporation's principal office or, if…
Neb. Rev. Stat. § 21-19,174 Applicability of act.
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The Nebraska Nonprofit Corporation Act applies to all domestic corporations in existence on January 1, 1997, that were incorporated under Chapter 21, article 19 and to any not-for-profit corporations in existence on January 1, 1997, that were heretofore organized under any laws r…
Neb. Rev. Stat. § 21-19,175 Foreign corporation; subject to act; effect.
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A foreign corporation authorized to transact business in this state on January 1, 1997, is subject to the Nebraska Nonprofit Corporation Act, but is not required to obtain a new certificate of authority to transact business under the act.
Neb. Rev. Stat. § 21-19,176 Repeal of former law; effect.
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(a) Except as provided in subsection (b) of this section, the repeal of a statute by Laws 1996, LB 681, shall not affect: (1) The operation of the statute or any action taken under it before its repeal; (2) Any ratification, right, remedy, privilege, obligation, or liability acqu…
Neb. Rev. Stat. § 21-19,177 Public benefit, mutual benefit, and religious corporation; designation.
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Each domestic corporation existing on January 1, 1997, that is or becomes subject to the Nebraska Nonprofit Corporation Act shall be designated as a public benefit, mutual benefit, or religious corporation as follows: (1) Any corporation designated by statute as a public benefit …
Neb. Rev. Stat. § 21-190 Professional service; limitation.
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(1) A limited liability company which renders a professional service shall render only one type of professional service and such services as may be ancillary thereto and shall not render any other type of professional service or engage in any other profession. No limited liabilit…
Neb. Rev. Stat. § 21-1901 Act, how cited.
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Sections 21-1901 to 21-19,177 shall be known and may be cited as the Nebraska Nonprofit Corporation Act.
Neb. Rev. Stat. § 21-1902 Legislative power.
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The Legislature shall have the power to amend or repeal all or part of the Nebraska Nonprofit Corporation Act at any time and all domestic and foreign corporations subject to the act are governed by the amendment or repeal.
Neb. Rev. Stat. § 21-1903 Filing requirements.
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(a) A document must satisfy the requirements of this section, and of any other section that adds to or varies these requirements, to be entitled to filing by the Secretary of State. (b) The Nebraska Nonprofit Corporation Act must require or permit filing the document in the offic…
Neb. Rev. Stat. § 21-1904 Forms.
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(a) The Secretary of State may prescribe and furnish, on request, forms for: (1) An application for a certificate of existence; (2) a foreign corporation's application for a certificate of authority to transact business in this state; (3) a foreign corporation's application for a…
Neb. Rev. Stat. § 21-1905 Fees.
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(a) The Secretary of State shall collect the following fees when the documents described in this subsection are delivered for filing: (1)(i) Articles of incorporation or (ii) documents relating to domestication: (A) If the filing is submitted in writing, the fee shall be $30; and…
Neb. Rev. Stat. § 21-1906 Effective date of document.
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(a) Except as provided in subsection (b) of this section, a document is effective: (1) At the time of filing on the date it is filed, as evidenced by the Secretary of State's endorsement on the original document; or (2) At the time specified in the document as its effective time …
Neb. Rev. Stat. § 21-1907 Correcting filed document.
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(a) A domestic or foreign corporation may correct a document filed by the Secretary of State if the document: (1) Contains an incorrect statement or (2) was defectively executed, attested to, sealed, verified, or acknowledged. (b) A document is corrected: (1) By preparing article…
Neb. Rev. Stat. § 21-1908 Secretary of State; duties.
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(a) If a document delivered to the office of the Secretary of State for filing satisfies the requirements of section 21-1903, the Secretary of State shall file it. (b) The Secretary of State files a document by stamping or otherwise endorsing "Filed," together with the Secretary …
Neb. Rev. Stat. § 21-1909 Refusal to file document; appeal.
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(a) If the Secretary of State refuses to file a document delivered for filing to the Secretary of State's office, the domestic or foreign corporation may appeal the refusal to the district court of Lancaster County. The appeal is commenced by petitioning the court to compel filin…
Neb. Rev. Stat. § 21-191 Applicability to attorneys at law.
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The provisions of the Nebraska Uniform Limited Liability Company Act shall be applicable to attorneys at law only to the extent and under such terms and conditions as the Supreme Court determines to be necessary and appropriate. Certificates of organization of limited liability c…
Neb. Rev. Stat. § 21-1910 Filed document; evidentiary effect.
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A certificate attached to a copy of a document bearing the Secretary of State's signature (which may be in facsimile) and the seal of this state is conclusive evidence that the original document is on file with the Secretary of State.
Neb. Rev. Stat. § 21-1911 Certificate of existence.
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(a) Any person may apply to the Secretary of State to furnish a certificate of existence for a domestic or foreign corporation. (b) The certificate of existence shall set forth: (1) The domestic corporation's corporate name or the foreign corporation's corporate name used in this…
Neb. Rev. Stat. § 21-1912 Signing false document; penalty.
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(a) A person commits an offense by signing a document such person knows is false in any material respect with intent that the document be delivered to the Secretary of State for filing. (b) Any person who violates this section is guilty of a Class I misdemeanor.
Neb. Rev. Stat. § 21-1913 Secretary of State; powers.
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The Secretary of State has the power reasonably necessary to perform the duties required of his or her office by the Nebraska Nonprofit Corporation Act.
Neb. Rev. Stat. § 21-1914 Terms, defined.
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For purposes of the Nebraska Nonprofit Corporation Act, unless the context otherwise requires: (1) Approved by (or approval by) the members means approved or ratified by the affirmative vote of a majority of the votes represented and voting at a duly held meeting at which a quoru…
Neb. Rev. Stat. § 21-1915 Notice.
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(a) Notice may be oral or written. (b) Notice may be communicated in person, by mail or other method of delivery, or by telephone or other electronic means. If these forms of personal notice are impracticable, notice may be communicated by a newspaper of general circulation in th…
Neb. Rev. Stat. § 21-1916 Private foundations; requirements.
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Except when otherwise determined by a court of competent jurisdiction, a corporation that is a private foundation as defined in section 509(a) of the Internal Revenue Code: (a) Shall distribute such amounts for each taxable year at such time and in such manner as not to subject t…
Neb. Rev. Stat. § 21-1917 Meetings and votes; court order.
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(a) If for any reason it is impractical or impossible for any corporation to call or conduct a meeting of its members, delegates, or directors, or otherwise obtain their consent, in the manner prescribed by its articles, bylaws, or the Nebraska Nonprofit Corporation Act, then upo…
Neb. Rev. Stat. § 21-1918 Attorney General; notice; powers.
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(a) The Attorney General shall be given notice of the commencement of any proceeding that the Nebraska Nonprofit Corporation Act authorizes him or her to bring but that has been commenced by another person. (b) Whenever any provision of the act requires that notice be given to th…
Neb. Rev. Stat. § 21-1919 Religious corporations; constitutional protections.
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If religious doctrine governing the affairs of a religious corporation is inconsistent with the provisions of the Nebraska Nonprofit Corporation Act on the same subject, the religious doctrine shall control to the extent required by the Constitution of the United States or the Co…
Neb. Rev. Stat. § 21-192 Fees.
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(1) The filing fee for all filings under the Nebraska Uniform Limited Liability Company Act, including amendments and name reservation, shall be thirty dollars if the filing is submitted in writing and twenty-five dollars if the filing is submitted electronically pursuant to sect…
Neb. Rev. Stat. § 21-1920 Incorporators.
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One or more persons may act as the incorporator or incorporators of a corporation by delivering articles of incorporation to the Secretary of State for filing.
Neb. Rev. Stat. § 21-1921 Articles of incorporation.
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(a) The articles of incorporation shall set forth: (1) A corporate name for the corporation that satisfies the requirements of section 21-1931; (2) One of the following statements: (i) This corporation is a public benefit corporation; (ii) This corporation is a mutual benefit cor…
Neb. Rev. Stat. § 21-1922 Incorporation.
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(a) Unless a delayed effective date is specified, the corporate existence begins when the articles of incorporation are filed. (b) The Secretary of State's filing of the articles of incorporation is conclusive proof that the incorporators satisfied all conditions precedent to inc…
Neb. Rev. Stat. § 21-1923 Liability for preincorporation transactions.
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All persons purporting to act as or on behalf of a corporation, knowing there was no incorporation under the Nebraska Nonprofit Corporation Act, are jointly and severally liable for all liabilities created while so acting.
Neb. Rev. Stat. § 21-1924 Organization of corporation.
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(a) After incorporation: (1) If initial directors are named in the articles of incorporation, the initial directors shall hold an organizational meeting, at the call of a majority of the directors, to complete the organization of the corporation by appointing officers, adopting b…
Neb. Rev. Stat. § 21-1925 Bylaws.
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(a) The incorporators or board of directors of a corporation shall adopt bylaws for the corporation. (b) The bylaws may contain any provision for regulating and managing the affairs of the corporation that is not inconsistent with law or the articles of incorporation.
Neb. Rev. Stat. § 21-1926 Emergency bylaws and powers.
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(a) Unless the articles provide otherwise the directors of a corporation may adopt, amend, or repeal bylaws to be effective only in an emergency defined in subsection (d) of this section. The emergency bylaws, which are subject to amendment or repeal by the members, may provide s…
Neb. Rev. Stat. § 21-1927 Purposes.
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(a)(1) Every corporation incorporated under the Nebraska Nonprofit Corporation Act has the purpose of engaging in any lawful activity unless a more limited purpose is set forth in the articles of incorporation. (2) A corporation engaging in an activity that is subject to regulati…
Neb. Rev. Stat. § 21-1928 General powers.
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Unless its articles of incorporation provide otherwise, every corporation has perpetual duration and succession in its corporate name and has the same powers as an individual to do all things necessary or convenient to carry out its affairs including, without limitation, the powe…
Neb. Rev. Stat. § 21-1929 Emergency powers.
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(a) In anticipation of or during an emergency defined in subsection (d) of this section, the board of directors of a corporation may: (1) Modify lines of succession to accommodate the incapacity of any director, officer, employee, or agent; and (2) Relocate the principal office, …
Neb. Rev. Stat. § 21-193 Notice; publication required; filing.
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(1) Notice of organization, amendment of the certificate of organization, merger, conversion, or domestication must be published three successive weeks in some legal newspaper of general circulation near the designated office of the limited liability company. A notice of organiza…
Neb. Rev. Stat. § 21-1930 Ultra vires.
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(a) Except as provided in subsection (b) of this section, the validity of corporate action may not be challenged on the ground that the corporation lacks or lacked power to act. (b) A corporation's power to act may be challenged in a proceeding against the corporation to enjoin a…
Neb. Rev. Stat. § 21-1931 Corporate name.
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(a) A corporate name may not contain language stating or implying that the corporation is organized for a purpose other than that permitted by section 21-1927 and its articles of incorporation. (b) Except as authorized by subsections (c) and (d) of this section, a corporate name …
Neb. Rev. Stat. § 21-1932 Reserved name.
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(a) A person may reserve the exclusive use of a corporate name, including a fictitious name for a foreign corporation whose corporate name is not available, by delivering an application to the Secretary of State for filing. Upon finding that the corporate name applied for is avai…
Neb. Rev. Stat. § 21-1933 Registered name.
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(a) A foreign corporation may register its corporate name, or its corporate name with any change required by section 21-19,151, if the name is not the same as or deceptively similar to, upon the records of the Secretary of State: (1) The corporate name of a nonprofit or business …
Neb. Rev. Stat. § 21-1934 Registered office; registered agent.
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Each corporation must continuously maintain in this state: (1) A registered office with the same street address as that of the registered agent. A post office box number may be provided in addition to the street address of the registered agent; and (2) A registered agent, who may…
Neb. Rev. Stat. § 21-1935 Change of registered office or registered agent.
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(a) A corporation may change its registered office or registered agent by delivering to the Secretary of State for filing a statement of change that sets forth: (1) The name of the corporation; (2) The street address of its current registered office; (3) If the current registered…